Decision and Details
Board of Directors meeting held on 16 April 2026Share consolidation, abolition of provisions on the number of shares constituting one unit, and partial amendments to the Articles of Incorporation
To consolidate the shares held by shareholders other than the tender offeror and Honda Motor Co., Ltd. into fractional shares of less than 1 share, thereby taking the company private and making it a consolidated subsidiary of the tender offeror.
No impact on operating performance from the share consolidation itself has been stated. The company explains that taking the company private will enable management from a medium- to long-term perspective without being constrained by short-term performance.
| Item | Details |
|---|---|
| Matter Covered | Share consolidation, abolition of provisions on the number of shares constituting one unit, and partial amendments to the Articles of Incorporation |
| Decision-Making Body | Board of Directors meeting held on 16 April 2026 |
| Decision Date | 16 April 2026 |
| Implementation Date | Expected to take effect on Friday, 12 June 2026, subject to approval at the extraordinary general meeting of shareholders scheduled for 15 May 2026 |
| Amount | Tender offer price: ¥3,024 per share; price for the treasury share acquisition: ¥1,470 per share |
| Quantity / scale | The company's 1,290,250 shares will be consolidated into 1 share. The total number of authorized shares on the effective date will be 44. Shares acquired by the tender offeror: 1,408,867 (ownership ratio: 9.51%); shares held by Honda Motor Co., Ltd.: 10,322,000 (ownership ratio: 69.66%) |
| Impact on Business Performance | No impact on operating performance from the share consolidation itself has been stated. The company explains that taking the company private will enable management from a medium- to long-term perspective without being constrained by short-term performance. |
| Reason | To consolidate the shares held by shareholders other than the tender offeror and Honda Motor Co., Ltd. into fractional shares of less than 1 share, thereby taking the company private and making it a consolidated subsidiary of the tender offeror. |
| Governing Rule | Article 180, paragraph 2, Article 182-2, paragraph 1, Article 33-9 of the Ordinance for Enforcement of the Companies Act, Article 447, paragraph 1 and Article 448, paragraph 1 of the Companies Act, Article 27-2, paragraph 3 of the Financial Instruments and Exchange Act, and other applicable provisions |
| Related previous disclosures | 6 February 2026: “Notice Regarding the Expression of an Opinion in Favor of and Recommendation to Tender in the Tender Offer for the Company's Shares by Motherson Global Investments B.V.”; 11 March 2026: “Notice Regarding the Results of the Tender Offer for the Company's Shares by Motherson Global Investments B.V.” |
| Future plans | An extraordinary general meeting of shareholders is scheduled for 15 May 2026. Subject to approval, the share consolidation is expected to take effect on 12 June 2026. Subsequently, the company plans to acquire part of the shares held by Honda Motor Co., Ltd. as treasury shares, if necessary. |
Items this document does not state (1)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To carry out the second stage of the transaction, under which the minority shareholders remaining after the tender offer by the tender offeror will be eliminated, and the company will be taken private and made a consolidated subsidiary.